VIA » Topics » Sale of DreamWorks Live-Action Film Library

This excerpt taken from the VIA 10-K filed Feb 12, 2009.

Sale of DreamWorks Live-Action Film Library

Among the assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. In May 2006, the Company sold a 51% controlling interest in DW Funding, the entity which owns the live-action library, to Soros Strategic Partners LP (“Soros”) and Dune Entertainment II LLC (“Dune”). The Company received $675 million net proceeds, after considering closing

 

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VIACOM INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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adjustments, which was principally utilized to repay notes acquired as part of the DreamWorks acquisition. No gain or loss was recognized in connection with the sale of the controlling interest in DW Funding as the sale of the live-action film library was contemplated at the time of the DreamWorks acquisition. The Company retained a 49% minority equity interest in DW Funding and has certain rights and obligations to reacquire the library nine months prior to the fifth anniversary of the date of sale or August 2010. Specifically, the Company is subject to a put option where it can be required to repurchase the 51% interest of DW Funding it does not own at fair market value. The Company also has a corresponding fair market value call option. In connection with the sale of DW Funding, the Company also guaranteed certain debt of DW Funding. See Note 5 and Note 18 for additional information.

In connection with the sale of the controlling interest in DW Funding, Paramount and its international affiliates retained the exclusive distribution rights to previously released DreamWorks films for a five-year period, renewable under certain circumstances, for which Paramount receives distribution fees.

These excerpts taken from the VIA 10-K filed Feb 28, 2008.

Sale of DreamWorks Live-Action Film Library

Among the assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. In May 2006, the Company sold a fifty-one percent controlling interest in DW Funding, the entity which owns the live-action library, to Soros Strategic Partners LP (“Soros”) and Dune Entertainment II LLC (“Dune”). No gain or loss was recognized in connection with the sale of the controlling interest in DW Funding as the sale of the live-action film library was contemplated at the time of the DreamWorks acquisition. In connection with the sale, DW Funding entered into senior borrowings with a third-party and mezzanine financings with Soros and Dune, the proceeds of which were utilized to fund the cash paid to the Company for the sale of its controlling interest in DW Funding. The Company received $675.3 million net proceeds, after considering closing adjustments, which was principally utilized to repay notes acquired as part of the DreamWorks acquisition. DW Funding is a variable interest entity; however, the Company is not the primary beneficiary and therefore accounts for its minority interest held in DW Funding based on the equity method of accounting.

In connection with the sale of the live-action film library, the Company entered into an exclusive five-year agreement to provide distribution services for the live-action film library. The Company determined that it is the primary obligor with respect to providing these services and accounts for revenues earned and costs incurred on a gross recognition basis pursuant to EITF 99-19. In the event that Soros and Dune continue to own DW Funding after the fifth year, the distribution agreement will automatically renew.

Sale of DreamWorks Live-Action Film Library

FACE="Times New Roman" SIZE="2">Among the assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. In May 2006, the Company sold a fifty-one percent controlling
interest in DW Funding, the entity which owns the live-action library, to Soros Strategic Partners LP (“Soros”) and Dune Entertainment II LLC (“Dune”). No gain or loss was recognized in connection with the sale of the controlling
interest in DW Funding as the sale of the live-action film library was contemplated at the time of the DreamWorks acquisition. In connection with the sale, DW Funding entered into senior borrowings with a third-party and mezzanine financings with
Soros and Dune, the proceeds of which were utilized to fund the cash paid to the Company for the sale of its controlling interest in DW Funding. The Company received $675.3 million net proceeds, after considering closing adjustments, which was
principally utilized to repay notes acquired as part of the DreamWorks acquisition. DW Funding is a variable interest entity; however, the Company is not the primary beneficiary and therefore accounts for its minority interest held in DW Funding
based on the equity method of accounting.

In connection with the sale of the live-action film library, the Company entered into an exclusive five-year
agreement to provide distribution services for the live-action film library. The Company determined that it is the primary obligor with respect to providing these services and accounts for revenues earned and costs incurred on a gross recognition
basis pursuant to EITF 99-19. In the event that Soros and Dune continue to own DW Funding after the fifth year, the distribution agreement will automatically renew.

FACE="Times New Roman" SIZE="2">Other Business Combinations

In 2007, the Company invested $14.5 million in acquisitions.

STYLE="margin-top:12px;margin-bottom:0px">In October 2006, the Company acquired Harmonix Music Systems Inc. (“Harmonix”), the developer of Rock Band, Guitar Hero and other gaming titles. In
addition, to the extent financial results exceed specific contractual targets against a defined gross profit metric through 2008, former Harmonix shareholders will be eligible for incremental earn-out payments with respect to the years ended
December 31, 2007 and December 31, 2008. At December 31, 2007, the Company has accrued $208.7 million for the expected earn-out payment. The Company expects to have a final payment with respect to the year ended December 31, 2008 due
in 2009. Also in 2006, the Company acquired Atom Entertainment, Inc., a portfolio of four leading online destinations for casual games, short films and animation and Xfire, Inc., a leading gaming and social networking service, among other
acquisitions. In total, the Company paid $463.0 million in aggregate cash consideration, net of cash acquired in 2006.

 


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VIACOM INC.

FACE="Times New Roman" SIZE="2">NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

STYLE="margin-top:0px;margin-bottom:0px"> 


During 2006, the Company also acquired additional interests in four entities previously accounted for under the
equity method of accounting. All additional interests were acquired for aggregate cash consideration, net of cash acquired, of $99.7 million. The Company began consolidating such interests upon acquisition of each respective controlling interest
within its Media Networks segment.

In 2005, the Company invested $8.3 million in acquisitions, principally iFilm and Neopets, Inc., both of which
have been consolidated as part of the Media Networks segment from the date of closing of the respective transactions.

The pro forma impact of these and
other business combinations completed during each of the years ended December 31, 2007, 2006 and 2005, either individually or in the aggregate, were not material to the Company for the periods presented.

STYLE="margin-top:12px;margin-bottom:0px">Investments

At December 31, 2007 and 2006, the Company had
equity method investments totaling $265.7 million and $110.6 million, respectively, which are included in Other assets in the Consolidated Balance Sheets. In August 2007, the Company contributed a $230 million non-interest bearing note
payable and certain assets related to MTV’s URGE digital music service for a 49% stake in Rhapsody America LLC, a newly formed venture with RealNetworks, Inc. In November 2007, the Company established a joint venture (“Viacom 18”)
with Network18 Fincap Limited (“Network18”) a leading entertainment and media company in India, through the Company’s contribution of its existing MTV Networks’ India operations, with cash and other consideration contributed to
the venture by Network18. At December 31, 2007, the Company has a future funding commitment of $205 million related to its investment in Viacom 18. Both investments are accounted for under the equity method of accounting.

STYLE="margin-top:12px;margin-bottom:0px">During 2007, the Company sold its non-controlling investment in MTV Russia, an international equity affiliate, for $191.1 million and recognized a pre-tax gain on the
sale of $151.0 million.

This excerpt taken from the VIA 10-K filed Mar 1, 2007.

Sale of DreamWorks Live-Action Film Library

Among the assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. Title to the live-action library is held by DW Funding, previously a wholly-owned subsidiary of DreamWorks. In May 2006, the Company sold a fifty-one percent controlling interest in DW Funding to Soros Strategic Partners LP (“Soros”) and Dune Entertainment II LLC (“Dune”). No gain or loss was recognized in connection with the sale of a controlling interest in DW Funding as the sale of the live-action film library was contemplated at the time of the DreamWorks acquisition. In connection with the sale, DW Funding entered into senior borrowings with a third-party and mezzanine financings with Soros and Dune, the proceeds of which were utilized to fund the cash paid to the Company for the sale of the library. The Company received $675.3 million net proceeds, after considering closing adjustments, which was principally utilized to repay notes acquired as part of the DreamWorks acquisition. DW Funding is a variable interest entity; however, the Company is not the primary beneficiary and therefore accounts for its minority interest held in DW Funding based on the equity method of accounting.

In connection with the sale of the live-action film library, the Company entered into an exclusive five-year agreement to provide distribution services for the library. The Company has determined that it is the primary obligor with respect to providing these services and accounts for revenues earned and costs incurred on a gross recognition basis pursuant to EITF 99-19. In the event that Soros and Dunes continue to own DW Funding after the fifth year, the distribution agreement will automatically renew.

This excerpt taken from the VIA 10-Q filed Nov 9, 2006.

Sale of DreamWorks Live-Action Film Library

Among the film library assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. Title to the live-action library is held by DW Funding, previously a wholly-owned subsidiary of DreamWorks. On May 5, 2006, the Company sold a fifty-one percent controlling interest in DW Funding to Soros Strategic Partners LP ("Soros") and Dune Entertainment II LLC ("Dune"). In connection with the sale, DW Funding entered into senior borrowings with a third-party and mezzanine financings with Soros and Dune, the proceeds of which were utilized to fund the cash paid to the Company for the sale of the library. The Company received $675.3 million net proceeds, after considering closing adjustments, which was principally utilized to repay notes acquired as part of the DreamWorks acquisition. DW Funding is a variable interest entity; however, the Company is not the primary beneficiary and therefore accounts for its minority interest held in DW Funding based on an evaluation of the expected risks and rewards as an equity investment. The minority interest was initially valued at $7.4 million.

In connection with the sale of the live-action film library, Soros entered into exclusive five-year agreements with Paramount and its international affiliates for distribution and fulfillment services of the live-action library. The Company has determined that it is the primary obligor with respect to providing these services and accounts for revenues earned and costs incurred on a gross recognition basis pursuant to EITF 99-19. In the event that Soros and Dunes continue to own DW Funding after the fifth year, the distribution agreement with Paramount will automatically renew.

This excerpt taken from the VIA 10-Q filed Aug 9, 2006.

Sale of DreamWorks Live-Action Film Library

Among the film library assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 16, 2005. Title to the live-action library is held by DW Funding, previously a wholly-owned subsidiary of DreamWorks. On May 5, 2006, the Company sold a fifty-one percent controlling interest in DW Funding to Soros Strategic Partners LP ("Soros") and Dune Entertainment II LLC ("Dune"). In connection with the sale, DW Funding entered into senior borrowings with a third-party and mezzanine financings with Soros and Dune, the proceeds of which were utilized to fund the cash paid to the Company for the sale of the library. The Company received $675.3 million net proceeds after considering closing adjustments, which was principally utilized to repay notes acquired as part of the DreamWorks acquisition. DW Funding is a variable interest entity; however, the Company is not the primary beneficiary and therefore accounts for its minority interest held in DW Funding, which was valued at $7.35 million, as an equity investment.

In connection with the sale of the live-action film library, Soros entered into exclusive five-year agreements with Paramount and its international affiliates for distribution and fulfillment services of the live-action library. The Company has determined that it is the primary obligor with respect to providing these services and accounts for revenues earned and costs incurred on a gross recognition basis pursuant to EITF 99-19. In the event that Soros and Dunes continue to own DW Funding after the fifth year, the distribution agreement with Paramount will automatically renew.

This excerpt taken from the VIA 10-Q filed May 12, 2006.

Sale of DreamWorks Live-Action Film Library

Among the assets acquired with the purchase of DreamWorks was a live-action film library consisting of 59 films released through September 15, 2005. Subsequently on May 5, 2006, we sold the live-action film library to Soros and Dune. The transaction values the film library at approximately $900 million. We used the net proceeds to repay amounts outstanding, acquired in the DreamWorks acquisition. In connection with the sale of the live-action film library, Soros entered into exclusive five-year agreements with Paramount and its international affiliates for distribution and fulfillment services.

This excerpt taken from the VIA 8-K filed May 11, 2006.

Sale of DreamWorks Live-Action Film Library

In connection with the purchase of DreamWorks, the Company acquired a film library consisting of 59 live-action films released through September 15, 2005. Subsequently on May 5, 2006 the Company sold the live-action film library for approximately $900 million. The Company used the proceeds to repay amounts outstanding, principally debt assumed as part of the DreamWorks acquisition.

 

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